Acquisition Integration: Strategy and Structure

Understanding the Deal 4 S’s Strategy for the deal Synergy for the companies Structure of the deal Steps for the integration

Business and Integration Strategy Acquisition process – where are we? Business strategy for the acquisition Integration strategy/milestones Integration infrastructure

Acquisition Process Negotiation/Agreement Due Diligence Integration Planning Integration Announcement Planning Agreement Announcement Regulatory Approval Close

Business Strategy for the Deal Why did we buy this company? What is the strategic business objective? What strengths do they have?

Synergy for the Deal Business goals for the deal Time frame to reach goals Opportunities, constraints, or risks

Structure of the Deal The Rescue The Collaboration The Contested Situation The Raid Various Types of Consideration Cash Stock Combination

Structure of the Deal Describe the structure of the deal Understand the market’s perceptions of the deal Understand the target company’s perception of the deal Consciously target communication to align with the structure of the deal

Integration Strategy for the Deal 1. The acquired company is a stand-alone entity with no change in strategy. 2. The acquired company is left as a stand-alone entity, but with significant change in strategy. 3. The acquired company’s support functions are integrated into the acquiring company. 4. The acquired company’s operations are partially integrated into the acquiring company’s operations. 5. The acquired company is totally integrated into the acquiring company.

Integration Strategy/Milestones What is the level of integration? What functions are to be integrated? What functions are to be left alone? What are the major milestones for integration? What has been determined so far with regards to integration? (headquarters location, sales offices..)

Integration Infrastructure Executive Board Steering Committee Integration Management Office (IMO) Task Forces (Work Streams) Sub Teams Implementation Teams

INTEGRATION MANAGEMENT OFFICE STEERING COMMITTEE Hank Russell, Peter Murphy, John Davis INTEGRATION MANAGEMENT OFFICE Rafael Floyd, Barb Baker, Phil Demtri, Bruce Davidson Product Development Finance Michael Dean, Harry Gorman, Amber Short Information Systems Mike McFarland, Tori Stillman, Jason Motley, Rupert Potter Sales & Marketing Jill Conroy, Paulo Gunsallas, Bob Foley, Bert Mender Technical Support Pete Fanet, Prakash Patil Product Integration Human Resources Sally Anderson, Alex Mitchell, Joan Jacobson, Amy Baker eCommerce & Web Site James Davis, Elizabeth Crowley Communications M. Daniels, P. Parsons, M. Shelton, J. Gonzales, S.Napolis

Roles & Responsibilities Steering Committee Hank Russell, Peter Murphy, John Davis Responsibilities: Oversee the entire integration process Provide sponsorship Make strategic decisions Approve integration plans Elevate issues to Board if required

Roles & Responsibilities Integration Management Office (IMO) Rafael Floyd, Barb Baker, Phil Demtri, Bruce Davidson Responsibilities: Coordinate integration process Instill project management disciplines Monitor integration progress against milestones Assign resources Resolve integration issues Approve integration plans

Roles & Responsibilities Task Forces (Work Streams) Responsibilities: Leaders facilitate the work of the group Perform analysis of organizations Identify priority initiatives Develop high-level and detailed work plans Coordinate work with other task forces

Roles & Responsibilities Sub Teams Responsibilities: Work with Task Forces on priority initiatives Conduct additional research & analysis for integration Prepare detailed project plan

Roles & Responsibilities Implementation Teams Individuals/Teams – to be determined at time of implementation Many of the members of the task force teams will be responsible for implementation Responsibilities: Implement the integration project plans Make continuous improvements as needed